Annex Holdings, the former owner of Wholesome & Hearty Foods Company, said Wednesday that it has filed a reply related to its pending lawsuit against Kellogg Co. (K), questioning Kellogg's commitment to sanitary conditions, as well as its manufacturing and acquisition practices.
The company also alleged that Kellogg is attempting to shift the blame for its construction-related problems at Kellogg's Clearfield, Utah manufacturing plant, which led to the market withdrawal of Gardenburger products.
Wholesome & Hearty Foods or WHF sold Gardenburger to Kellogg in November 2007, following which Kellogg engaged in a major construction project at the Gardenburger manufacturing facility.
In May 2008, Kellogg withdrew Gardenburger products from the market, publicly citing "facility improvements" as the reason for the product withdrawal.
Annex accused that Kellogg is attempting to transfer the expense of its product withdrawal to WHF and is wrongfully retaining the $10 million escrow that was established as part of the Gardenburger transaction, which is the subject of the Annex-WHF lawsuit.
Kellogg has never disclosed exactly what was wrong with the withdrawn Gardenburger products nor has it identified the specific construction conditions that led to the withdrawal, Annex noted.
"It is unfortunate that Kellogg is trying to 'pass the buck' for its plant sanitation issues," Annex said.
In a separate development, Kellogg said it is offering up to $500 million of its 6.60% notes due 2011 for cash. The early tender date for the tender offer is November 10.
Kellogg is offering to purchase for cash an aggregate principal amount of notes up to the offer cap at a price per $1,000 principal amount.
Under the modified "Dutch Auction" procedure, Kellogg will accept notes validly tendered in the order of highest to lowest spreads specified by the holders and will select the single highest spread so specified as the "Clearing Spread," to be added to the Reference Yield, that will enable Kellogg to purchase an amount of notes in an aggregate principal amount up to the offer cap.
K is currently trading at $50.05, down 37 cents on a volume of 1.15 million shares.
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